qrus-keating shell
Effective February 8, 2006, Qorus.com, Inc., a Florida corporation ("Qorus") terminated the Agreement and Plan of Merger (the "Agreement") dated as of December 15, 2005, by and among Qorus, Qorus Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Qorus ("Merger Sub") and EcoTechnology, Inc., a Delaware corporation ("EcoTech"). Qorus terminated the Agreement due to the failure of the transactions contemplated thereunder to have been consummated by January 31, 2006. The Agreement does not provide for the payment of any termination penalties or fees as a result of the termination.
Reference is hereby made to the Current Report on Form 8-K dated December 15, 2005 filed by Qorus on December 16, 2005 announcing the execution of the Agreement, which is hereby incorporated by reference. On December 19, 2005, Qorus also filed with the SEC and mailed to its stockholders an Information Statement pursuant to Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 promulgated thereunder ("Information Statement") informing them of the proposed change in control of Qorus that would have occurred in the event the transactions under the Agreement were completed. The board of directors of Qorus has determined that it is in the best interests of Qorus' stockholders to terminate the Agreement.
Qorus is a "shell company" with nominal assets, whose sole business will be to identify, evaluate and investigate various companies with the intent that, if such investigation warrants, a reverse merger transaction be negotiated and completed pursuant to which Qorus would acquire a target company with an operating business, with the intent of continuing the acquired company's business as a publicly held entity.
I'm hoping for a fire sale